Blue Circle Services Ltd. (BLUECIRCLESER) - Auditors Report

Company auditors report

To the Members of

BLUE CIRCLE SERVICES LIMITED Report on the Financial Statements

We have audited the accompanying financial statements of M/s. Blue Circle ServicesLimited which comprise the Balance Sheet as at 31st March 2015 the Statement of Profitand Loss and the Cash Flow Statement for the year then ended and a summary of thesignificant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters in section 134(5)of the Companies Act 2013 ("the Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding of the assets of the Company and forpreventing and detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under. We conducted our audit in accordancewith the Standards on Auditing issued by the Institute of Chartered Accountants of India.Those Standards require that we comply with the ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the financial statements are freefrom material misstatement. An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in the financial statements. The proceduresselected depend on the auditors judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Inmaking those risk assessments the auditor considers internal control relevant to theCompanys preparation and fair presentation of the financial statements in order todesign audit procedures that are appropriate in the circumstances but not for the purposeof expressing an opinion on the effectiveness of the Companys internal control. Anaudit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by management as well as evaluating theoverall presentation of the financial statements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

a) in the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch 2015;

b) in the case of the Statement of Profit and Loss of the Loss of the Companyfor the year ended on that date and

c) in the case of the Cash Flow Statement of the cash flows of the Company for theyear ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements: a)Note C ii) to the financial statements which describes the uncertainty related to theoutcome of the SEBI Order No. WTM/RKA/ ISD/ 162 /2014 dated December 19 2014 and anotherconformity Order No. WTM/ RKA/ISD/31/2015 dated 20th April 2015 against the Company. b)Note C iii) in the financial statement which indicates that the Company has accumulatedlosses and its Net worth has been substantially eroded the Company has incurred netlosses/net cash losses during the current year. The condition along with other mattersset forth in Note C ii) indicate the existence of a material uncertainty that castsignificant doubt about the Companys ability to continue as a going concern.However the financial statements of the Company have been prepared on a going concernbasis for the reasons stated in the said Note. Our opinion is not modified in respect ofthese matters.

Report on Other Legal and Regulatory Requirements

As required by "the Companies (Auditors Report) Order 2015 ("theOrder")" issued by the Central Government of India in terms of sub-section (11)of section 143 of the Act (hereinafter referred to as the "Order") and on thebasis of such checks of the books and records of the Company as we consider appropriateand according to the information and explanation given to us we give in the Annexure astatement on the matters specified in the paragraph 3 and 4 of the Order.

As required by section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.

c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.

e) The going concern matter described in sub-paragraph (b) under the Emphasis ofMatters paragraph above in our opinion may have an adverse effect on the functioning ofthe Company.

f) On the basis of written representations received from the directors as on 31 March2015 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2015 from being appointed as a director in terms of Section 164(2) of theAct.

g) With respect to the other matters to be included in the Auditors Report inaccordance with Rule 11 of the Companies Act 2013 (Audit and Auditors) Rules 2014 inour opinion and to the best of our knowledge and belief and according to the informationand explanations given to us.

i. The Company does not have any pending litigations which would impact its financialposition;

ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses;

iii. The Company was not required to transfer any fund into the Investors Education andProtection Fund during the year.

Chartered Accountants

Place : Mumbai

Date : May 28 2015

Proprietor

Membership Number 048979

Annexure to the Independent Auditors Report

(Annexure to Independent Auditors Report of M/s. Blue Circle Services Limitedreferred to in Paragraph 1 under the heading "Report on other legal and regulatoryrequirements" of our report of even date) On the basis of such checks as weconsidered appropriate and according to the information and explanation given to us duringthe course of our audit we report that:

(i) In respect of Fixed Assets:

(a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

(ii) In respect of its Inventories:

(a) As informed to us the inventory in the possession of the company has beenphysically verified at reasonable intervals during the year by the management.

(b) In our opinion the procedures of physical verification of inventory followed bythe management are reasonable and adequate in relation to the size of the company and thenature of its business.

(c) In our opinion the procedures of physical verification of inventory followed bythe management are reasonable and adequate in relation to the size of the company and thenature of its business.

(iii) In respect of Loans:

(a) The Company has not granted any loans secured or unsecured to companies firms orother parties covered in the register maintained under Section 189 of the Act. Thereforethe provisions of Clause 3(iii) (iii)(a) and (iii)(b) of the said Order are notapplicable to the Company.

(iv) In respect of Internal Controls

In our opinion and according to the information and explanations given to us there isan adequate internal control system commensurate with the size of the Company and thenature of its business for the purchase of inventory and fixed assets and for the sale ofgoods and services. During the course of our audit we have not observed any continuingfailure to correct major weaknesses in such internal control system.

(v) According to the information and explanations given to us the Company has notaccepted any deposit from the public during the year in accordance with the provisions ofsection 73 to 76 of the Act and the rules framed there under.

(vi) The Central Government of India has not prescribed the maintenance of cost recordsunder Section 148(1) of the Act for any of the service rendered by the Company.

(vii) In respect of Statutory dues:

(a) According to the books and records of the Company undisputed statutory duesincluding Provident Fund Income-Tax Service Tax and other material statutory dues havebeen generally regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of the aforesaid dues were outstanding as at March 31 2015 for aperiod of more than six month from the date of becoming payable.

(c) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of sales tax wealth tax service tax and cesswhich have not been deposited on account of any dispute.

(viii) The Company does not have any accumulated losses at the end of the financialyear and has not incurred cash losses during financial year and in the immediatelypreceding financial year.

(ix) In our opinion and according to the information and explanations given to us thecompany does not have any loans from financial institution or bank or debenture holders asat the balance sheet date hence this clause is not applicable to the Company.

(x) According the information and explanation given to us and records produced beforeus the Company has not given any guarantee for loans taken by others from banks orfinancial institution during the year. Accordingly this clause is not applicable to theCompany.

(xi) In our opinion and according to information and explanation given to us theCompany has not raised any Terms Loans during the year under audit or in previous yearshence this clause is not applicable to the Company. (xii) According the information andexplanation given to us no instances of material fraud on or by the Company has beennoticed or reported during the course of our audit.